HomeMy WebLinkAboutGrant Related - BOCC (005)GRANT COUNTY TOURISM PROMOTION AGREE'MENT
LTAC GRANT #: 2023-0Z
EVENT: Grant County Fair
ORGANIZATION: Grant County Fair •ou.ilds.
AMOUNT: $ 75,000;
THIS AGREEMENT is made by and between Grant County, a non -charter Count of
Y y the State of
Washington, hereinafter referred to as "County," and Grant Count Fair ound
s hereinafter
referred to as "The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, and expenditures
penditures
designed to increase tourism, including but not limited to advertising,publicizing, p g, or otherwise
distributing information for the purpose of attracting and welcoming tourists; developing
. g ping strategies
to expand tourism; operating tourism promotion agencies; and funding the marketing
. g g of or the
operation of special events and festivals designed to attract tourists. `
Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging g g tax monies
of Grant County which is allocated to the Entity for tourismP romotion.
IN CONSIDERATION of the terms and conditions contained herein the Parties covenant and
agree as follows:
1. PuLpp.se of Agreement, The purpose of this Agreement is for the County y a nd the Entity
to promote tourism in Grant County. The County agrees to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to create business '
g and revenue in
Grant County.
Z. Administration. The Board of County Commissioners Office shall administer and be the
primary contact for The Entity regarding terms of this Agreement. For good c
. gr' g cause, as solely
determined by the County, the County may direct that the Entity is no longer entitled
. y g i led to the use of
said funds for tourism promotion and terminate this Agreement..
3. Representations. The Entity shall use the funds received from the County for tourism
promotion. and advertising solely for the purposes and in accordance with theos
ro
p p al submitted
by the Entity to the County. The Entity shall perform the services and work set forth in the proposal
and promptly cure any failure in performance. The County has relied upon the
representations
made by the Entity in the proposal. By execution of this Agreement, the Entity y re presents that the
funds will be used for tourism promotion as defined by this Agreement in accordance with all
current laws, rules and regulations. Nv substitutions of purpose or use of the funds
. p � shall be made
without the written consent of the County. The Count shall make decisions and '
Y carry out its other
responsibilities in a timely manner.
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4. Requirements for Grant Use. Tourism promotion grants are intended to increase
Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant
approval you will be required to:
a. Promote Grant County LTAC, on all advertising, as a sponsor and have the Grant
County LTAC logo provided to all appropriate media. The logo for advertising use
is available in multiple formats at: htt s://wa-
grantcounty. civieplus. coin/ 103 2/Lodging-Tax-Advisory-Committee-LTAC-Logo.
b. Utilize grant funds to advertise, promote or otherwise attract visitors to your
event/venue from more than 50 miles away (local events should be funded through
local LTAC grants). Grant funds ma y not I be used for the followin
i. Capital Improvements
ii. Advertising locally — to draw from local crowds for local events.
5. Reporting. RCW 67.28.1816 as amended includes reporting requirements for the Entity
and the County on the use of funds distributed pursuant to this Agreement and the estimated. and
actual number of increased visitors. These reports are required to be provided by the Entity to
the County and by the County to the Joint Legislative Audit and Review Committee (JLARC).
The following provisions allow the Entity and The County to meet their respective requirements
under RCW 67.28.1816.
a. Estimated Increase in Visitors. As part of its LTAC application, the Entity shall
provide the County, with an estimate of the number of visitors resulting from the
use of funds under this Agreement. The estimated number of visitorsprovided
shall be consistent with the Entity's proposal to the County for lodging tax funds,
to the extent such estimates were provided therein.
b. Final Report on Increase in Visitors. Upon completion of the tourism promotion
as specified with the application and this Agreement, but no later than the last
working day in 15tH day of December of the year funding was received, the Entity
shall complete a report substantially and provide to the County a final report of
the number of visitors resulting from the use of funds under this Agreement and
expenditures and uses of funds under this Agreement. The` numbers of visitors
shall be based on an actual count, or if it is not -practical to make an actual count, a
good faith best -estimate of the number of visitors resulting from the use of funds
under this Agreement. The final report shall describe the methods used to
determine the actual number of visitors, or in the event such numbers were
determined from an estimate, the methods used to determine such estimates.
c. The County Reporting. The County shall provide the Entity's estimates and final
report to MARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice, receipt of payment
and/or tear sheet to provide proof of request,payment and use. All reimbursement
requests must be submitted on an itemized cover invoice provided by the County.
6. Modifications. The County may modify this Agreement and order changes in the work
whenever necessary or advisable. The Entity will accept modifications state an cations consistent with d
I t
local law when directed orally or in writing by the County Commissioners or designee.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
7. - Term of Contract. This Agreement shall be in full force and effect upon full execution
and shall remain in effect until terminated either b ThEntity y e y expending the allocated County
funds or completion of the tourismromotion activities.
P Esther Party may terminate this
Agreement by 30 days written notice to the other Part with
Party or no notice upon a determination by
the County that the funds will not be or have not been used
for the purpose as stated in this
Agreement. In the event of such termination, the Count shall
County cease and desist from distributing
any further funds to The Entity for work performed or otherwise. The County shall make payment
for all work satisfactorily performed up to the time of termination.
8. Compensation:. The County agrees to a the Entity an a
pay y mount not to exceed $ 75000, as
recommend by the LTAC and approved by the County Commissioners.
9. Payment. The Count shall a the Entity upon presentation of approved documentation
to the County. The Entity shall be responsible for showin thag t .the County funds were used for
tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC
Clerk, as part of required reporting, at the below stated address no Later than 60 -days from the
completion of your event and/or no later than the 15th da of December ber in the year that funds were
awarded for year around promotion.
The County reserves the right to withholda ment of fun '
P Y ds under this Agreement which is
determined in the reasonable judgment of the LTAC or designee '
g to be noncompliant with the scope
of work, the County standards, and the Count ordinances or federal decal or state law.
I.O. Applicable Laws and. Standards. The Parties in the .
• performance of this Agreement,
agree to comply with all applicable federal, state, and local laws ordinances, and regulations.
11. Relationship of the Parties. It is understood agreed,
and declared that the Entity, its
employees, agents and assigns shall be an independent contractor rand not the agent or employee
of the County, that the County is interested in only the results t
• Y o be achieved, and that .the .right to
control the particular manner, method, and means in which the
services are performed is solely
within the discretion of the Entity. All o employees whprovide p e services to the County under this
Agreement shall be deemed employees solei of the Entity. The
Y e y Entity shall be solely responsible
for the conduct and actions of all employees of the Entity under er this Agreement and any liability
that may attach thereto.
12. Records. The County or State Auditor or an of their
y representatives shall have full access
to and the right to examine during normal business hours all the E '
Entity's records with respect to all
matters covered in this Agreement. Such representatives shall be permitted '
. p ed to audit, examine and
make excerpts or transcripts from such records and to mak `
e audits of all contracts, invoices,
materials, payrolls and record of matters covered b this Agreement '
y gr went for a period of three years
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend,
indemnify and hold harmless the County and its officers agents, g nts, and employees, from any and all
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claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries,
and damages of any nature whatsoever relating to or arising out of the wrongful. or negligent acts,
errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors,
subconsultants and employees to the fullest extentpermitted by law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the County
or the County's agents or employees pursuant to RCW 4.24.115.
The Entity's duty to defend, indemnify and hold harmless the County against liability for damages
arising out of such s ' ervices caused by the concurrent negligence of (a) the County or the County's
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, sub consultants and
employees, shall apply only to the extent of the negligence of the Entity, the Entity's agents,
subcontractors, sub consultants and employees.
The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims,
demands, losses and liability to which it applies, the County's personnel -related costs, reasonable
attorneys' fees, and the reasonable value of any services rendered by the office of the County
Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim. -
related expenses.
The Entity specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall
not be limited in any way by any limitation on the amount or type of damages, compensation or
benefits payable to or for any third party under workers' compensation acts, disability benefit acts,
or other employee benefits acts. Provided, that the Entity's waiver of immunity under this provision
extends only to claims against the Entity by the County, and does not include., or extend to, any
claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this
indemnification provision was mutually negotiated.
14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party
has the power, right or authority to waive any of the conditions or provisions of this Agreement.
A waiver in one instance shall not be held to be a waiver of any other subsequent breach or
nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed
as cumulative, and in addition to every other remedy provided herein or by law. Failure of either
Party to enforce at any time any of the provisions of this Agreement or to require at any time
performance by the other Party of any provision hereof shall in no way be construed to be a waiver
of such provisions nor shall it affect the validity of this Agreement or any part thereof.
15. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other Party.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
16. Subcontracts. Except as otherwise provided herein the Entity shall not enter Into
subcontracts for any of the work contemplated under this Agreement g without obtaining prior
written approval of the County.
17. Coniid.entia.lity. The Entity may, from time to time receive information which is deemed
by the County to be confidential. The Entity shall not disclose such information without the prior
express written consent of the County or upon order of a Court of competentjurisdiction.p
18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington.
Disputes between the County and the Entity shall be resolved i
n the Superior Court of the State of
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the
County's request, be joined as a party in any arbitrationroceedin b
p getwe en the County and any
third party that includes a claim or claims that arise out of or that are re '
related to the Entity's services
under this Agreement. The Entity further agrees that the Arbitratordecision Arbitrator(s) therein shall be
final and binding on the Entity and that judgment may be entered u '
y upon it In any court having
jurisdiction thereof.
19. Cost and. Attorneys Fees. The prevailing party in any litigation orarising out
of this Agreement shall be entitled to its reasonable attorney's fees an litigation
y d costs of such litigation
(including expert witness fees) .
20. Entire ALyreement. This written Agreement constitutes the entire and complete agreement
between the Parties and supersedes any prior oral or written agreements. g s. This Agreement may not
be changed, modified, or altered except in writing signed by the Parties hereto.
21. Anti -kickback. No officer or em to ee '
p of the County, having the power or dutyto
perform an official act or action related to this
Agreement shall have or acquire any interest in this
.Agreement, or have solicited, accepted, or granted a present or future gift,favor, service, or other
thing of value from any person with an interest in this Agreement.
22. Severability. If any section, sentence, clause, or phrase of this A
. p Agreement should be held
to be invalid for any reason by a court of com etent 'urisdiction such '
. p � h invalidity shall not affect
the validity of any other section, sentence, clause or prase of this Agreement. greement.
n1W,3r.ff;,vwt, ry
ORGANIZATION: Grant County Fairgrounds
EVENT: Grant County Fair
Fri tited. N r P.-/ 1'0
AMOUNT: $ 759000
:Date;
COUNTYAPPROVAL:
ft.%
Signed this day of d�Gr �
92023
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
O
Danny E/Stone, Member
ATTEST:
fr
r.
B )a
Ba a J. Vas que/, /Ilk o the Board
Approved as to form:
Barba6�'.uerbeck, WSB"A#53946
Grant County Civil Deputy Prosecuting Attorney
d-3
Date